Along Came a Spider
by Felicity Dream
Summary: Penny Parker was bitten by a spider. Instead of keeping it to herself, she lets her best friend know and somehow Harry becomes the "guy in the chair behind a computer." Then what follows is just her bad luck, with Adrian Toomes and Norman Osborn becoming part of Team Spider. Marvel's Spider-Man, 2017 Fem!Peter AU.
1. Weave of Destiny

Disclaimer: Nope, just a fanfiction writer. I would be a man, if I owned it, wouldn't I? So nope.  
Story: Penny Parker was bitten by a spider. Instead of keeping it to herself, she lets her best friend know, and somehow Harry becomes the "guy in the chair behind a computer." Then what follows is just her bad luck, with Adrian and Norman becoming part of Team Spider.  
Set as an AU genderbender for Marvel's Spider-Man (2017 cartoon), with this chapter focusing on the Origin shorts  
Spoilers: For the Origin shorts.  
Warnings: Cursing and violence for now…hm, just in case since I'm usually writing it, bit of crazy humor, perverted humor, morbid or sarcastic humor, and maybe some sexual situations…  
Pairings: Fem!Peter/Various Others, with a lot of focus on Penny/Norman Osborn, Penny/Adrian Toomes, and secondarily on Penny/Tony Stark, Penny/Raymond Warren, etc…

 **Along Came a Spider  
** _Chapter One: Weave of Destiny_

"I could show you around a thousand times —and you have; personally going around as much as you want and practically living here — and you still don't seem to be sick of this place."

The young, slim brunette grinned cheekily at her best friend, her olivine eyes practically twinkling. "I love Oscorp. New things happen here everyday. There's always something being developed or whatever. Come on, Harry! You have access to amazing stuff."

The raven-haired male next to her rolled his blue-gray eyes. "So do you, Penny. Dad gave you full access and permission to snoop around as much as you want," Harry snarked.

Penny Parker couldn't exactly say her best friend was _wrong_. Per se. Not…really. Okay, yeah. Harry was right. Norman Osborn, one of the most influential and richest men in the world, had nonchalantly just given a teenager like her permission to just walk around the place and look in on some of Oscorp's more sensitive research because, well, she was his son's best friend and a friend to him as well.

Not that she wasn't grateful.

In fact, she was beyond grateful and ecstatic. She loved science! She loved learning and figuring things out, and being able to look around one of the world's most premier research and development companies was amazing.

"This is a school field trip," Harry whispered to her. "You'll be bored and pouting that you won't be able to go into the more interesting and secretive stuff, like you would usually be able to do."

Penny pouted. That was true. But she loved any opportunity and time to tour and explore Oscorp.

"Something you two need to share with the class?" their teacher, Spencer Smythe, scowled at them.

She blushed and shook her head, while Harry smirked smoothly and echoed her.

"No, Mr. Smythe. We were just discussing what to have for lunch," Harry kept a straight face.

Mr. Smythe narrowed his eyes. "Just because you live here and have been around these research areas, doesn't mean you can act like you own the place, Mr. Osborn."

"Just Harry, sir. Mr. Osborn is my father. You know, the one who _does_ own this place," Harry replied slickly, and Penny had to bite back her laugh.

Mr. Smythe looked irritable, turning his back on them.

"And technically I do kind of own this place, since I'm an Osborn," Harry whispered to her, which made her quietly giggle.

"Geez, Harry. Why do you antagonize Mr. Smythe so much? You're usually a model student."

Harry huffed. "Because he's a creep."

Which made her choke on another laugh.

"What?"

Harry made a face. "I've never liked him or his kid. They're both creeps," he said, somewhat hinting towards her.

She just gave him a confused look.

He sighed in exasperation. "Never mind. Come on, looks like we're checking out that hover vehicle."

They came closer, just as the tour guide was calling for volunteers. Mr. Smythe stepped toward the class and looked around, eyes landing on Penny.

"How about you, Miss Parker? Why don't you come up here and give it a try?" he suggested.

Penny blinked, but nodded enthusiastically. She glanced back at Harry, who mouthed 'See?' to her, which still wasn't making sense. Walking to the front and near to the vehicle, she was surprised by Mr. Smythe grabbing onto her hand and pulling her behind him to come closer to the hover vehicle. From there, one of his hands settled against the small of her back and he was helping her into it. She gave him an awkward smile and thanks.

She wondered what that was all about, but thought it over. Not like things like that wasn't completely uncommon regarding Mr. Smythe (or his son Alistair). It was probably nothing.

Instead, she focused on what the tour guide said on how to start it and then hover in the air, and then tilt from side to side and front and back. After settling it right and turning it off, she placed her hand near a niche in the vehicle and felt a sharp sting.

"Ouch!" she said, taking her hand back quickly. She examined it, though she noted she was starting to feel hot.

"Something wrong, Miss Parker?" Mr. Smythe asked her.

She shook her head, shaking her hand out even as she felt the heat become unbearable and feeling like it was starting to feel like a fever.

"I think I just got bit by a bug. Nothing serious, sir. I'm going to go to the bathroom."

He gave her a nod and she started walking towards where she remembered was the nearest bathroom, having trouble breathing and her body burning up by then. A little ways away, she broke out into a run, even as her head began to throb and she felt dizzy.

The nearest bathroom was in an area that was bordered off, but she ignored that and rushed into there, heading into the bathroom. Inside, she practically slammed into the counter as she turned on the sink and began splashing water on her face.

"Hot, so hot!" she shook her head side to side. What was wrong with her? "W-what's happening to me?!"

Not able to take the heat, she tore off her sweater and then her shirt. She reached towards the sink handles and somehow underestimated her strength as she accidentally yanked one of the handles off. Staring at it with wide eyes, she whimpered in pain and focused on the water, trying to splash it all over herself.

She placed a hand onto the sink, leaning onto it. When she tried to take her hand off, her hand seemed to be stuck to it like it was glued on.

"What…what the!"

"Penny? Are you okay?" she heard Harry ask from the other side of the door.

She yanked at her hand over and over until it finally unglued itself from the counter. She ran towards the door and slammed against it, keeping it closed.

Penny whimpered against it. "I don't know what's happening, Harry," she gasped out.

She bit her lip, thinking about it. Something had bitten her back there and what had triggered this response. Being where she was, it was probably one of Oscorp's research experiments, and she vaguely remembered something about something needing to be contained earlier, when the class had just entered the building. Whatever it was was doing something to her.

She didn't want to get Oscorp and the Osborns in trouble, so she couldn't just go to the hospital and tell them what happened. And she couldn't tell anyone here because she didn't want to become a science experiment!

Oh God, they'd cut her up or experiment on her or-or-or —

"Penny?"

She stopped herself and thought. She trusted Harry. Harry was her best friend.

Without a second thought, she opened the door and grabbed him, pulling him in.

"Penny?" he asked in bewilderment, before he covered his eyes since she was half-naked. "Penny!"

"Something…something's happening to me, Harry!" she screamed. "I don't know what's wrong! It _hurts_! I feel like I'm burning alive."

That made him drop his hand and look at her in concern.

"What? Tell me what's going on?"

She shook her head, nearly in tears. "Earlier, I think one of Oscorp's experiments that wasn't contained bit me when I was at the hover vehicle. Straight after, I started getting hot and dizzy. My hands are _sticking_ to things, Harry! And I know I'm not strong enough to just yank that handle off of that sink!" she pointed out the sink with the missing handle, which had been placed near it.

Harry gaped for a moment before taking a deep breath. "Okay, we have to get you to one of the labs."

"I don't want to be dissected," Penny worried. "Or get locked up and become a lab rat and be experimented on."

"You won't," Harry said hurriedly. "I'll sneak you into one and then we'll figure it out. Besides, you know Dad wouldn't let that happen."

But she didn't seem to hear him.

* * *

When Harry stayed back, watching Penny walk towards the front, he grumbled under his breath and watched Smythe grab onto Penny. He practically bristled in indignation. That guy…there was a reason Harry thought he and his son were creeps. Penny was free to like whoever, even if they were older than her, but Smythe and Smythe Jr. were in poor taste and could act seriously creepy.

Harry was practically drilling a hole into Smythe's head as he watched the teacher help Penny into the vehicle, hand too low on Penny's back in his opinion. It lingered too long too!

"This guy…" Harry muttered under his breath. He was tempted to call security and have them throw him out. He'd probably get in trouble of course, but he'd get a laugh out of it.

He smiled slightly as he watched Penny though, who looked to be having fun on the hover vehicle. After she got off though, she seemed to start acting weird and was moving away from the group and towards somewhere else. He watched her walk sluggishly for a moment, before she suddenly broke out into a run.

Frowning and really worried, he left the group as well, uncaring of getting in trouble and not bothering telling anyone, especially Creepy Smythe. He remembered seeing her head towards the blocked off area and followed into there, deciding she probably went to the bathroom. He hesitantly hovered near the door and then decided what the hell, talking through it.

"Penny? Are you okay?"

And then after calling for her again, he found himself being yanked into the bathroom.

* * *

Sometime after he'd managed to calm her down, even though she was still sort of suffering through the reaction to the bite, Harry and her began to figure out what was happening.

"Earlier, there was some issue with an experiment escaping on the ground floor and needing containment," Penny started tiredly, though her body was still slightly twitching.

"I don't know what research experiment that is," Harry admitted. "I could try to find out, but it could be clearance higher than ours. Although, maybe not yours," he teased. "If you asked him, I bet Dad would tell you. Even _without_ you telling him about the bite."

Penny pushed at his shoulder, but her face was heating up badly. "Shut up, Harry."

But then her hand stuck on his shoulder.

The two of them stared at her hand. She tried several times to get it to come off, but it was no good.

"Looks like we really are stuck together forever," Harry snickered.

"Ahhh, shut _up, Harry_!"

After a minute or two, she finally managed to take her hand off of him. He took a sample of her blood, though he shrugged and said, "I'm not sure I'll be able to figure much out, especially since we don't have any prior information. We'll be learning as we go?"

"I guess so," she said.

"Let's test your strength," he suggested. "Since you told me that you were able to break that handle clean off. We'll try to figure out what bit you while we're at it."

"An insect probably. Or something like it," Penny thought aloud, testing picking things up. First, she jokingly held up a pencil before seriously moving onto a heavy lamp that she lifted with ease. She raised an eyebrow at that.

"Something that bites, has incredible strength," Harry added, whistling when he saw Penny pick up the edge of an empty steel desk and lift it slightly.

"Ants," Penny wiggled her eyebrows. "Huge, huge strength factor. I could be Ant-Girl."

"Ant-Man might have something to say about that," he laughed at her.

"Still doesn't account for the sticky thing," Penny told him. She thought about that. "Super strength, sticks to surfaces, something with a bite…"

The two of them looked at each other.

"Arachnids!" they shouted.

"I think I remember hearing Dad say something about research about some sort of spiders," Harry said. "I overheard him talking about it not too long ago actually, and those are probably the ones that escaped earlier and had to be contained. Said something about special powers?"

Penny started laughing. "Powers, eh? Maybe I'll become some superhero for real and call myself Spider-Girl or something."

Harry thought about that though. "You know, it'd be really cool if you did. And I'd be your 'guy in the chair.'"

She looked taken aback. "Yeah? And what do you mean my 'guy in the chair?'"

"I'd have your back, like I always do. Only this time, it'll be as the guy behind the computer, making sure you're safe and doing what I can to help you out while you do your hero thing."

Penny was hesitant. "I don't know. I'm not sure I'm cut out to be a hero."

"Just a thought," Harry held up his hands. "But I'm just saying, if we did decide to do it, we _could_ do this together. And you can be sure that I would definitely watch out and be your backup."

She smiled a little, rubbing her head. "Aww, Harry. We would make the best team up."

"Damn straight!"

They high-fived and continued to theorize on the things she could do, especially now that her body was stabilizing and she was no longer feeling horrible.

* * *

"Sooo," Penny stretched out playfully. "I saw this ad. There's this thing where amateur wrestlers can come in and wrestle some guy, and if they can withstand him for like…3 minutes? They get a heck of a lot of money."

Harry snorted. " _Why_ would you need money? You've got me."

Penny bit her lip, taking her phone away and thinking hard about what she was going to say.

"Harry…I know you and your Dad are always great for money. But I don't want to _rely_ on you guys. I'm not going to be that friend who's…who's a leech! I'm not your friend for your money, you know? I'm your friend, your _best_ friend, because you and your Dad are the best thing that's happened to me."

Harry's voice softened. "You should know the same goes for you. I got along with others before, but you'd always been my first friend. And I don't have to tell you how much of an asshole Dad was before he met you —I swear everyone in the building celebrated him meeting you!" he teased.

She smiled a little to herself. "Yeah, yeah. Anyway, I'm going to enter tonight. And who knows! Maybe I'll get famous."

"Fame! Ah, that's not something I can give you," Harry mock-sighed. "Go on and ride the road of fame without me."

She snickered. "Yadda, yadda, yadda. See you after I hit the big leagues!"

And, truth be told, that was more or less what she was expecting. Money and at least some mild fame. Instead, in the basic (okay, crummy) costume she'd made by hand, she headed to the place and had been in the hallway when it happened.

"Hey, catch that guy!"

She blinked, moving out of the way as some man in a mask rushed past her, a movement of his head revealing a significant burn scar shaped almost like a star on his neck. The security guard who'd yelled gave an irritable growl as he ran after him, glancing at her resentfully.

"Thanks a lot," he snapped as he passed her too.

She shrugged. "You said it too late and he went past. Besides, I'm late. See ya!"

Penny shook her head as she turned away and headed towards the door that would lead to her life changing.

* * *

When Penny left that building a few minutes later, aggravated that she'd wasted time (She won, but so what? Some guy stole the money!). Heading outside, she noted it was dark now and that there was a crowd gathering nearby.

Curious, like onlookers on a highway towards a car crash, she came closer and tried to peer through the crowd. Her heart thudded in her chest and she pushed past people to get to the man on the ground.

"Hey —!"

"Uncle Ben!" she screamed, ignoring everyone around her as she fell to her knees besides her uncle. "Uncle Ben? Uncle Ben, please!"

Nothing. No words, no response, just his body on the ground, getting colder and colder by the minute while surrounded by a pool of his own blood.

She let out a loud wail, grabbing onto her uncle and crying into his chest. She didn't hear the people around her, or feel anyone's hands until she felt them trying to pull her away.

"No, no! Let me go! Uncle Ben, please wake up!"

She struggled in their hold, but whoever they were held tight and she was seeing paramedics pick up her uncle and putting him on a stretcher.

"She okay?" she heard someone ask.

"In shock most likely," she heard whoever it was say, and then she was being led over to a cop car and being put in the passenger seat. Her head was gently lifted and she was staring into the face of Captain Stacy.

"C-Captain Stacy," she stammered in a daze. "U-Uncle Ben was —"

"I know, Miss Parker. I called your aunt and let her know, and I told her I'll be bringing you home."

She swallowed harshly, feeling tears pricking her eyes again. She sat properly in her seat and then stayed silent, aside from her quiet crying, while Captain Stacy drove her home.

When they reached her home, Captain Stacy led her to her door and rang the doorbell. To her surprise, it opened to Norman Osborn. In the background, she could kind of see Harry, who was currently hugging a crying Aunt May.

"I'll take her in, Captain Stacy," Norman told the officer. "Please update us on any future news you find out about what happened. I'll be by with May later."

Captain Stacy tipped his hat. "Thank you, Mr. Osborn. I'll see you later then."

She sniffled as she watched him walk back to his car, before feeling a hand gently grip her hand. She looked to Norman, who smiled softly and brought her in.

"Come on in, Penny," he murmured.

But she only started crying again, wondering what on earth had happened.

* * *

While numbly laying on the couch later, with Harry muttering comforting words she couldn't hear, she heard Aunt May and Norman come back into the house after.

"Any news, Dad?"

Norman gave a sigh. "Bad news is they haven't found him. The good news is that they have a lead because of a witness' descriptions. Apparently he has a really distinctive burn scar on his neck. It looks like a star."

Penny froze up, sitting up slowly.

"What…what did you say?" she rasped out.

Norman carefully looked at her. "He has a distinctive burn scar on his neck that looks like a star. That's good because he should be identifiable."

But Penny didn't hear any of that. All she knew was that…

This…This was all her fault. This was _her fault_.

She could've saved Uncle Ben if only she'd stopped that bastard in the hallway.

* * *

Everything was a blur. She couldn't recall anything or think. She vaguely remembered waking up that day, mechanically getting ready, and shoving her clothes on before heading downstairs. She knew at one point Norman and Harry had come.

It was raining now. She could barely feel the water falling around her. Despite the warm jacket Norman had put around her, she felt numb and cold.

Nothing felt like it mattered, not when she was watching Uncle Ben's body being lowered into the ground.

Because it had been her fault. She had let him down. She had let the man that had shot him go when she could have stopped him —that had only led to him running into Uncle Ben and him dying in an effort to stop the man who'd robbed that place.

Ir was all her fault that Uncle Ben is dead.

* * *

Harry had come with his father to pick up Aunt May and Penny at their home. Both of them had whispered platitudes that he knew were useless, more so as he saw his best friend blankly staring out. She wore the appropriate black dress, but hadn't bothered to put on a jacket or something.

"Penny," Norman softly called out. "Penny, you need to put on something warm. It's raining and cold."

But she didn't respond at all.

His father took off his own jacket and gently placed it around Penny's slim shoulders, and Harry was thankful to see some sort of reaction as she grabbed hold of the lapels of Norman's jacket and pulled it closer around herself. He and his father escorted Aunt May and Penny into their limo, which headed towards the church where the funeral service would begin.

"We're sorry we missed the vigil," he heard his father quietly tell Aunt May. "I was out of town."

Harry had been with Penny as she refused to go and had cried herself to sleep in the penthouse.

While Norman and Aunt May talked in quiet tones, he watched Penny solemnly. He distantly noted his father wrapping an arm around her and pulling her into his side, and was relieved to see it helped her seemingly relax as her body went from being a stiff statue to loosening up a bit.

When they arrived at the church, he helped out Aunt May since his father had gotten Penny out, and then they switched as they escorted both Aunt May and Penny into the church. Harry could feel Penny shivering by his side and he half-hugged her, hoping his body heat would seep into her. But nothing seemed to help her or reach her from inside her walled up fortress.

He tried to pay attention to the service and give his respects to the man that had been kind to him and like his own uncle, but he couldn't stop watching his best friend in worry. She was entirely silent and unmoving, and continuing to be unresponsive. Aunt May was crying and his father was sympathetically comforting her, but Harry couldn't find anything he could do to comfort Penny.

By the time the service was over and Uncle Ben's body was being taken to the cemetery, Harry felt useless as Penny continued to withdraw into herself.

"Dark the stars and dark the moon. Hush the night and the morning loon," he heard Penny mutter as they began letting people put flowers onto Uncle Ben's casket.

"Penny?" he questioned.

Her hands gripped the lone violet rose in her hands, knuckles white with how tight her grip was. She took slow steps towards Uncle Ben's casket as it began being lowered and after a moment, tossed in the rose as it finally reached the bottom.

The rain harshly fell down on her, but it was like she didn't even notice.

* * *

Norman was the type to not be good at comforting. However, on this day, he swallowed his pride and did his best.

He hadn't always been on the best of terms with Ben Parker, but they had been on the best understanding when it came to Penny. May Parker was someone he respected and got along with, but between them and he, it was a mutual understanding that he deeply cared for his son's best friend and for her, he would do anything in his power for. Harry and he adored her, and she was as much their family as she was a Parker.

There were almost no one he cared for in his life, and very few people made the list. He'd loved his wife, but he hadn't been the best to her, and he knew it was too late for regrets on that end. His son was all that was left and he loved and was proud of Harry, his son whom he had great expectations of. But it wasn't until Penny came along that he had come to really care for someone and surprisingly also received much care and affection from in return.

That's why it distressed him to see her so hollow in the aftermath of her uncle's death. She was numb and unresponsive to everything and everyone, and right now she stood in the middle of the rain without any care to herself.

As everyone started to disperse, most likely heading to the reception, it ended up being just he, Harry, and May left with Penny. He turned to May.

"You go on ahead," he said softly. "We'll stay here with Penny."

May hesitated before nodding. "Thank you, Norman. You have no idea how much we appreciate this. I know Penny really cares for you two, and I don't think you understand how much you two matter to her."

He gave her an acknowledging nod, before signaling to his driver to escort May to the limo and head to where the reception was going to take place at.

"What brings us together is what pulls us apart. Gone our brother, gone our heart~" he heard Penny sing quietly, and he turned to see her stare into the hole where Ben's casket lay at rest.

He opened his mouth to say something, anything…but he shook his head. He glanced at his son, who had been looking at him helplessly. Deciding to walk to Penny's side, he saw Harry echoing him. And when he reached out to grab Penny's hand, Harry did the same.

And together, the three of them watched Ben Parker being buried, each scoop of dirt hitting the casket with a loud thud.

* * *

Harry was in a panic and couldn't help freaking out. He had tried to brush this off, but after everything he'd done and tried that day, he knew it was exactly what his first thought was when he saw that Penny wasn't at school. She didn't leave him or Aunt May a message, and she wasn't answering their calls. She hadn't been seen all day by anyone. His dad was his only hope.

"Dad! Dad! Penny's missing!"

Harry saw his dad look at him in bewilderment, but he was panicking and upset. His best friend was suddenly missing.

"Start from the beginning, Harry. What happened?" Norman firmly ordered.

He took a deep breath. "She's not in school. She skipped the entire day and when I called her phone, it went straight to voicemail. I called Aunt May and she told me that she thought Penny went to meet me early today. I didn't even see her for our early morning meet up!"

Norman tensed up. "Alright, settle here, Harry. I'll call Captain Stacy and we'll figure it out."

Harry didn't want to stay there though. He wanted to go look for his friend and find out what was wrong.

* * *

Penny knew the days were passing by. She hadn't been home or called anyone, preferring to take to the rooftops and whatever niche or cranny she could hide in. She had one goal.

She was going to find the man who killed Uncle Ben.

She didn't yet know what she was going to do when she caught him, but what she did know was that this was all her fault. The blame was on her.

Because the man had been in her sights and she could've stopped him. Instead, she carelessly let him past, and her uncle got in his way. This was her mistake. This was something she needed to rectify.

With great power came great responsibility and she had ignored that. She had to uphold that now, even if it wouldn't change what had happened.

Nothing mattered except that. She could care less about school. She felt bad about not letting Aunt May or Harry and Norman know she was okay or what she was up to, but she didn't want them to stop her. She didn't want them to know what she was doing at all.

Maybe this was unhealthy. Maybe this was messed up in so many ways. She didn't want them to worry. Not about her, not about this. And she knew this was all sorts of wrong, so she definitely didn't want them to know what she was doing. She was ashamed to let them know what she had done to Uncle Ben, and the shame was spreading because she knew they would be upset with this.

But this was something she had to do.

So Penny continued her manhunt for another day or two, until she caught wind of him slinking out of a bar late one night. It hadn't been hard to find him. He had hard to miss features, especially that burn scar on his neck. A few questions here and there, and she'd gotten a name along with his usual haunts.

David Carradine. Career criminal and professional robber. Wanted for several counts of robbery and assault.

She could have sent him back to prison with a flick of her finger.

Feeling anger mount in her, she dropped to the street behind him and started following. The sound alerted him to her presence, but she wanted that. He'd turned around and looked at her, but she kept her head down and hood up. She heard a soft scoff from him, but he kept going.

She dared to speed up a little, but that made him wary.

"What the fuck, girl? You got business with me?" he stopped and faced her.

She lurched forward and grabbed his shirt, throwing him against the wall and lifting him up. Holding him against it, she snarled angrily.

"Damn straight I have business with you!"

Terrified, especially since she was showing off her inhuman strength, he slapped her and pushed away from her by slamming his feet against her gut. She stumbled back and he took off running.

She shook her head and gathered herself, ignoring the slight pain. Instead, she took off after him, managing to chase him all the way into a warehouse. Seeing him backing up against the back wall and watching her warily, her mind just went blank and she screamed as she rushed him, tackling him to the floor.

Her hands wrapped around his neck and she started to squeeze, threatening to crush his neck.

"You killed my uncle!" she screamed at him, feeling herself start to cry.

' _You killed him and I failed to stop you.'_

"I'swy, I-I'm SORRY!" he managed to gasp out, fingers scrambling at her hands. "Don't..don kiiiiil meee. Please!"

She made the mistake of looking into his eyes and then she paused, even though she didn't let go. This is the man who killed Uncle Ben…but…

That made her think about Uncle Ben and she had the thought that this wouldn't be what he wanted. Would he want her to kill someone? No…no, he wouldn't.

She let out a sob and let her hands fall away from his neck, burying her face into them instead. He lay underneath her, gasping and clutching at his neck.

She almost killed him.

Penny still wasn't sure if she'd regret letting him live or not.

* * *

George Stacy had been on the force a long time. Long enough that his wife had divorced him and then taken their daughter away from him, living with her brother until she died in a car accident one day. After a thought, he didn't take in his daughter, all of them deciding she had been doing well and was living fine with her uncle.

It was better that way, after all the things he'd seen in his line of work.

He'd still have liked to introduced his daughter to Penny Parker though. Sweet, funny, and smart —that girl would've been a good friend to his Gwen. It was only too sad that Penny'd lost her uncle, since he knew Ben Parker and that man was one of the best men he knew.

Even Norman Osborn, who George was well aware (even if he can't prove it) wasn't the most upstanding of citizens, was respectful of the man, though it was probably under influence of Penny herself too. She was surprisingly the most stabilizing and positive force in that man's life…

Like he was saying though, it was a damn shame Ben was murdered like that. In his life and work, he hadn't lost anyone personally, aside from how it affected his family. But this time, he lost a good friend.

And if that hadn't been bad enough, Penny had gone AWOL on all of them. Not a single word to anyone and no trace of where she'd gone. Vanished like a ghost…

When Osborn had come to him about it, he knew it was serious. Besides Penny being usually a good girl and wouldn't do something like this, a man like Osborn didn't personally look into things like this normally and he wouldn't go to the police and ask for help.

But like he thought of and always kept in mind (and had deep suspicions of, that he usually didn't think too hard on), Osborn had always been clearly invested in her.

"Sir!"

George was brought out of his thoughts when one of his subordinates called out for him.

"What is it, Langley?" he frowned.

"Sir, there's a man tied up in front of the station!"

What?

Standing up from his desk, he made quick strides to the front of the station, exiting it to find said man all trussed up. It was someone familiar to him, and he realized that it was one of the criminals that had been on the lam and they'd been looking for.

"What in the hell is David Carradine doing, tied up in front of my station?" he muttered.

"I…" Carradine coughed, looking up at him. "I-I killed Ben Parker," he confessed.

And George reared back a little, staring at the criminal. Well…he couldn't say he was completely surprised.

When he heard Penny was missing, he had a suspicion she'd gone on to chase after the man who killed her uncle.

Tiredly, he signaled for a few of his men to get Carradine, who was released from his bonds and then handcuffed before being brought into the station. He ran a hand through his hair.

It wasn't like he could prove it was Penny anyway, not unless Carradine admitted it was her and for some reason he highly doubted he would.

* * *

Norman and Harry sat at the table, silently eating dinner. They avoided looking at each other and Norman regretted that the two of them had regressed this much without Penny there. But honestly, she was a huge influence and had always kept them together and on good terms.

"Do you think she's okay?" Harry asked suddenly.

"I don't know," he said stoically.

"I'm going to turn on the TV," his son said bitterly and Norman violently stabbed a piece of his steak.

" _Tonight, we have breaking coverage on the shooting that happened two weeks ago. Benjamin Parker was shot to death by an unknown assailant. We just have in that there's a suspect that was brought in. We'll have more on that."_

Norman glanced at his son, who looked back at him with wide eyes. Penny —it had to be her.

"What was she thinking, doing something so reckless?" was what Norman was thinking, but Harry had muttered aloud.

They heard their elevator open and they traded another look. Very few people knew, much less were allowed to get into their penthouse. They stood up and rushed to their elevator, and just as it opened, they saw Penny.

She stood there, looking miserable with her red, puffy eyes, her hair in disarray, and her body shaking with her quiet sniffling. When she saw them though, she burst out into sobs.

No thought went into his next actions, as he instinctively reached forward and brought Penny closer into a tight hug. His son settled into their sides, arms wrapped around her and chin resting on her head.

The two of them looked at each other. If Penny wanted to talk, they'd let her talk. But both of them had a feeling that she wouldn't want to say a word about what happened, not for a long time.

Started 6/17/18 – Completed 6/17/18

 **A/n: As you can see, this is actually from the new Marvel's Spider-Man cartoon. For now, until they finally put up a section for the new cartoon, I'll put this story in the Ultimate Spider-man section. I did send them an email with the new category and character list, but ehhh. Like they ever check the damn emails. I hope you guys enjoyed reading and will like what I have so far! Please remember to review in support of my writing!**

* * *

 **Quick Points:**

1\. **Original Story** : On Wattpad, I have an original story out that I'd appreciate you guys checking out. It's a teacherxstudent romance called "Autumn Leaves". Thanks a bunch, guys! Just type in wattpad etc. and then story/150768002-autumn-leaves-a-teacherxstudent-romance

2\. **New Stories** : I just recently put out a Ready Player One fic called "The Cigarette Duet" and a Sword Art Online fic called "The Shadow Noir Nexus", and I have a few stories coming out soon. There's a Full Metal Alchemist story and there's also a Firefly fic coming out (not too sure when, though maybe today), and a Phantom of the Opera story. Also a few one-shots, and definitely some Pokémon stories XD Please support them!

3\. **Harry Osborn** : Because he's the best and I love him more than Ned (though I'm still getting used to him and Norman not being red heads) :p He would've been a great "guy in the chair" to help out Peter. Also, though I like the new cartoon, it really made no sense as to why Peter wouldn't have told Harry about what happened to him during the field trip, especially after Harry went to check up on him. The show's reason just came off really weird and not well executed to me.

4\. **My other Spider-Man stories** : No worries, guys –those of you who enjoy those, I will definitely try working on them soon.


	2. Birds of a Feather

Disclaimer: Nope, just a fanfiction writer. I would be a man, if I owned it, wouldn't I? So nope.  
Story: Penny Parker was bitten by a spider. Instead of keeping it to herself, she lets her best friend know, and somehow Harry becomes the "guy in the chair behind a computer." Then what follows is just her bad luck, with Adrian and Norman becoming part of Team Spider.  
Set as an AU genderbender for Marvel's Spider-Man (2017 cartoon), with this chapter focusing on the Origin shorts  
Spoilers: For Ep. 1 "Horizon High Pt.1".  
Warnings: Cursing and violence for now…hm, just in case since I'm usually writing it, bit of crazy humor, perverted humor, morbid or sarcastic humor, and maybe some sexual situations…  
Pairings: Fem!Peter/Various Others, with a lot of focus on Penny/Norman Osborn, Penny/Adrian Toomes, and secondarily on Penny/Tony Stark, Penny/Raymond Warren, etc…

 **Along Came a Spider  
** _Chapter Two: Birds of a Feather_

Penny stood next to Harry, examining her web shooters.

"I'm getting there," she mused.

"Hm, yeah. Try a little more?"

"How about 300 PSI?"

"Sounds good to me," Harry nodded certainly.

Penny's lips twitched a little sadly, looking over her creations bittersweetly. She thought of Ben and remembered his words.

" _With great power comes great responsibility."_

"You okay, Penny?" Harry said worriedly and she gave him a reassuring look.

"I'm doing better," was all she could say.

She was. He and Norman had helped and she was taking it day by day, and she _was_ doing better.

It just still hurt and there were days where she still wanted revenge.

"Well, let me see your suit!" Harry pulled her out of her thoughts and she laughed under her breath as she retrieved it from her backpack.

Harry stared at it and her grin faltered.

"What?"

" _Pens_ , please tell me this is just a homemade prototype."

Indignant, she threw the sweater and goggles at him. "Of course it is!"

He gave a sheepish look and she huffed irritably at him. She forgave him when she was offered a cookie, and she ended up pilfering through her bag to get her sketchbook, showing him the design of the suit she wanted to make.

"Very nice," he said, taking out his phone and snapping a pic. "I'll work on making something suitable here. You've got access to Oscorp Labs, you know. Take advantage of it."

"I know, I know," she said, this time the one sheepish.

* * *

"Don't land on that roof."

"What?" Penny asked, sounding taken aback.

Harry snickered. "Crazy Pigeon Lady apparently lives there."

"How do you know that!"

"Looked up the area and the residents who've said stuff online. Apparently she's well known for her pigeons and going full kung fu with her broom on people who've somehow gotten on her roof and near her pigeons."

Penny full out laughed, which made Harry smile a bit. It's been five days since she'd come back from who knows where (and both he and his father knew it had something to do with Uncle Ben's killer being caught) and come crying to them. She didn't talk about what happened and where she'd gone or what she did. Her first day back was spent in silence and then Harry's dad told him he'd hated it, so the next day Norman practically overdid it —he'd dragged Harry from bed early in the morning, called him in sick for school, and then drove to Penny's home at 5 am in the morning.

After that, Harry had no idea how he survived the day.

Norman had their private helicopter fly them to Winnisook Lake, where they were dropped off near to the cabin his father had bought some time ago. It was near to the lake but away from all the other private homes, and they'd only just managed to get into the clothing Norman demanded they wear, before they were being forced to go hiking. Harry had immediately refused, only to be ignored as Norman led the way. They were halfway (okay, a third of the way…or less) before Harry quit and told them to go on without him, swearing he'd catch up. Of course he'd lied and just turned around to head back to the cabin, thinking he'd just wait for them. They didn't get back until nightfall, but thankfully Penny seemed a lot better than before, and had even started smiling a little bit. Small smiles, but they were there. Harry didn't think he'd ever seen his dad so proud and pleased with himself.

They spent another day there just relaxing, and Penny even went swimming in the lake. Harry joined her after a little bit and eventually dragged Norman into it. Literally. They dragged him into the water, suit and all. That's what he got for wearing a damn suit.

Eventually, they came back home late that evening and had dinner at the penthouse, where Penny stayed over and he finally got to tell her that he'd gotten into Horizon High while she'd been gone. Penny had been quiet for a second before smiling sadly at him and congratulating him, telling him she'd miss him. It made him feel horrible because he wanted her to be there with him too. The next day, Penny had gone back to school and Harry had fretted at Horizon the entire time.

Then school ended and she'd surprised him by bringing up the whole superhero thing. They'd spent the rest of the day practicing and making Penny's webshooters she'd come up with, and she showed him the start of her costume design she'd been working on all day in school. She had just shown him the final design earlier that morning. Harry was excited about it; while Penny wore her homemade pair right now, Harry was already working on a functional suit right now and hoped it was going to be done by tomorrow.

Which brings him back to now and with him in their usual café, trying to monitor the situation and help Penny out.

"Well, it's 'learn from yesterday, live for today, and hope for tomorrow,' right?" Penny said.

Harry laughed. "Albert Einstein."

"I'm just gonna go in! It's my debut after all," Penny's voice was accompanied by the whistling of wind, probably as she swung forward with her webs.

"Go get 'em, Tiger!"

"Harry! It's _Spider-Girl_ ," she said playfully and then Harry was listening to her deal with the bad guys, trying to watch out for traffic and whatever else he could to make sure she had things going smoothly.

He snickered to himself as he listened in to her ramblings to herself.

"You should record yourself and then listen back to everything you say," Harry told her wryly. "I don't know if you're trying to be a supe or a stand-up comedian."

"Haha, Harry. Maybe I want to be a comedian as my day-job and moonlight as a superhero."

"I think it's the other way around."

He heard her grunt and then there was scuffling noises.

"Ahah! Got 'em. Alright, hand it over, boys. Ah, crap! My spider-sense."

"Penny, what's up?" Harry got worried.

"Did you just call me _Bug Girl_? Excuse you! I'm not a bug, you overgrown bird! I'm an _arachnid_!"

He blinked. What? "Penny?"

"Lalalala! Can't hear you, Mr. Vulture! I've got these wicked cool ear muffs to stop your nonsense from reaching my brain!"

He choked back a laugh that had threatened to burst out of him. What on earth was going on over there? Damn, he wished he could have actual live footage so he could better see what was going on. And better earphones! They have got to have better earphones.

"Eeeiyyyah! Oh my God! Where did you get your flying license! It should be taken away, Vulture!"

Geez, Vulture, Spider-Girl…Harry kind of wanted a codename now too.

"Cops on your tail, 5 klicks out. Watch for them," Harry remembered to inform her.

"Roger that, Chairman!" Harry kind of grinned at that. "I'm clutching tight onto this guy's leg, but man is he a good kicker. I'm just about to —"

There was nothing from her for a moment and then there was a soft thud.

"Ouch! Oh no you don't! No screeching with these fancy earmuffs!" There was some noises that Harry couldn't figure out. "Damn it, he got away."

"What happened?" he asked.

"Ah, he blew out the windows behind me with his sonic scream. Thought it was for me, but it was for the police officers behind me. Almost got cut up by the glass shards, you know? I was gonna save them by putting them in a web ball to protect them."

Harry groaned. "Please tell me you didn't."

"Aw, come on, Harry! Give me more credit. I thought it was more efficient to just use my webs to attach to the officers and yank them away from the shards, okay?"

"Better," Harry rolled his eyes.

"Yeah, yeah. Less of my web fluid too, and they wouldn't have been stuck with the webs for an hour."

"I've got a dissolving fluid prepped," Harry told her. "We could try it out later."

"Awesome! See you in a few minutes."

As soon as she got there, their drinks was put on the counter in front of Harry and he shut down his laptop.

"Good job," he told her.

She blushed. "Could've been better though. I let him get away after all."

"But you saved everyone and no one got hurt," he pointed out. "So a win."

Penny smiled brightly. "You're right!" She took a sip of her drink before shivering and clutching her head. "Ech! Sphenopalatine ganglioneuralgia!"

Harry snorted. "You mean brain freeze?"

"Inaccurate," Penny smirked. "It's more like _heat blast_. Because, you know —"

Harry shoved his hand over her mouth. "Nope. Don't nerd out on me, Pens." He let go as soon as it was clear she was starting to pout. "Seriously, why aren't you in Horizon High with me? You're perfect for there."

She looked hesitant. "It's…After Uncle Ben's been gone, Aunt May and I are barely scraping by. I couldn't ask anymore from her."

"Smoothies are on me," Harry said firmly, but inwardly felt frustrated.

If only Penny would just ask him for help. Hell, even his dad would break out cold hard cash for her if she'd ask. Actually, Norman would especially be more than willing. Penny was just determined not to ask them for anything, not wanting to look like some 'leech' or whatever. It was ridiculous —they'd known Penny practically forever and they knew she wasn't like that or would ever use them like that. He couldn't break through to her, but maybe his dad could…

It was notoriously hard for Penny to say no to Harry's dad. He'd just have to tell his dad about it after school.

"That's not what I meant," Penny said in exasperation.

"I miss you," Harry said suddenly. "I wish you went to Horizon, so we could be like we were in Midtown."

"What? Gleek Royalty?" she teased.

He started laughing. "What are you talking about? I'm still Gleek King, Penny!"

Penny sobered up. "I miss you too, Harry. That's why I'm glad we still get to do this and we're doing this whole super thing together, you know? It's not the same without you in school."

Harry straightened up, smiling widely. "You'll see me today! A slot opened up at Horizon, so Max is coming to Midtown today for a recruitment presentation."

"Really?!" Penny's eyes widened and she looked super excited. "Max Modell is coming to school today? How do I look?"

"Like one of your idols is coming to grace your presence," Harry said sarcastically, grinning. "I know, I know. He's one of your top five guys you idolize for all time. The first being Reed Richards, the second being Tony Stark, and the third being —"

Penny shoved her hands onto Harry's mouth, blushing heavily. "H-Harry, be quiet!"

Harry moved back and smirked widely. "Number three being Norman Osborn, my dad."

She hid her face, face still burning bright red. "You're such a bad friend."

"Aww, but you know how fun it is to get you flustered. Even Dad enjoys doing it." He did and had even admitted to Harry he did when Harry had brought up how much fun it was to get Penny flustered.

And so did their staff, who occasionally got into it as well. It really didn't help that Penny looked so cute when she got flustered.

"It is _not_ fun," Penny grumbled. "Ah, but this is probably why Liz Allan asked me to come in early and help set something up."

Harry looked at his watch. "You better get going then," he told her.

"Right!" She stood up and grabbed her drink and bag, leaning over and kissing Harry's cheek. "Thanks a lot for your help! I'll see you later, Harry!"

"See you," he waved and she was jogging out of there in a hurry.

It was about time he headed out as well anyway. He had to meet with the others and make sure things were working out with their machine.

* * *

Penny had barely made it to school, running into Randy Robertson in the hallway. Randy led her to Liz's way and together they set things up.

"Are you aiming to get into Horizon, Parker?" Liz asked her once they were done and were taking a break in one of the science classrooms.

Penny blinked cluelessly at the popular girl. "Who me? Why would I?"

"You're smart, a total shoe-in, I'd bet," Randy answered for Liz, who nodded.

Before she could answer them back, another voice cut in snidely.

"She'd be wasting her time at an overrated hack like Horizon High," Alistair Smythe sneered. "Especially if a snob like Harry Osborn got in. If Horizon was a legit place, I'm sure to be invited in next at least."

That made Penny bristle and she was about to defend her best friend, when Alistair's father appeared and cut into the conversation.

"You're much too good for them, Son," Mr. Smythe said. He turned to Penny. "Max Modell is an overrated lab assistant. I knew him back in the day and he's a fraud."

Penny was taken aback and was scrambling around for something to say when Liz laughed, surprising her further.

"Oh don't say _that_ , Mr. Smythe —Max Modell is in Penny's Top Five Idols. You'll just upset her with that kind of talk."

"Hey!" Penny was indignant. "Does _everyone_ know the top five guys I look up to?!" Did Harry freaking tell everyone when he was in Midtown with her?

"You talk about The Five a lot in school," Randy deadpanned.

"It's not hard to tell," Liz sniffed. "You just need to be listened to enough and it's easy to figure out."

"If someone is around you long enough, they can be picked out easily," Alistair added.

While Mr. Smythe looked bemused, Penny was mortified.

"Reed Richards, Norman Osborn, Tony Stark, Max Modell and Bruce Banner," Randy listed off with his fingers.

"No, no, you've got the order wrong," Liz turned to him. "It's Norman Osborn, Tony Stark, Reed Richards, Bruce Banner and Max Modell."

"Wrong!" Alistair huffed, looking down at the other two. "Penny's top five consists of Reed Richard, Tony Stark, Norman Osborn, Bruce Banner and then Max Modell."

The three of them turned to Penny, who jerked her arm up and pointed at Alistair. "Um, he's right," she gave them a shaky smile.

Alistair looked triumphant.

"Ahem," Mr. Smythe interrupted, looking annoyed. "I believe it's 9:00 and about time for the presentation."

Penny was grateful, being that it brought the attention off of her. The small group started to migrate to the auditorium, as Mr. Smythe moved to her right. His hand landed heavily on her shoulder.

"If you were recruited to Horizon High, it would be a big loss for Midtown," he said, squeezing her shoulder.

She was suddenly pushed forward and away from Mr. Smythe, and she saw it was Alistair behind her, giving a frown to his dad.

"Not that she's going to Horizon," Alistair muttered.

Huh. Wonder what was all that about?

In the auditorium, she ended up being between Randy and Alistair. It wasn't long until Max Modell came out to greet them and Penny was watching him starry-eyed. At one-point though, while she'd mostly ignored Alistair's snide muttering, he ended up shooting a spitball at Mr. Modell. Annoyed and embarrassed, she was getting ready to lecture Alistair when her focus switched to awe as it was revealed Mr. Modell was a hologram and the real one walked into view.

He revealed what Harry had told her earlier, that a slot was opened at Horizon. However, he then revealed an equation that had to be solved in order to get in.

"Looks like it's supposed to explain how moisture interacts with vibration," Penny muttered to herself, her eyes roving back and forth on the equation.

They brought out the vibranium reactor that a pretty girl named Anya Corazon apparently had worked on. At the next few seconds though, the vibranium reactor started acting strange and then it was clear it was malfunctioning. Penny cursed under her breath, even as everyone around her started screaming and running towards the exit in terror.

She ran towards the auditorium stage, hiding in the backstage and finding a place to change into her makeshift uniform, and then went back out. Adrenaline rushed through her, even as she saved some people, stopped pieces of the ceiling from falling on others, and did what she could to calm the chaos. However, everything was still on fire and that damn machine was still causing problems.

She looked around for Harry, worried about him and becoming more so when she couldn't see him. She hoped that meant he was out of the way and safe, so she took off towards the machine. Her clothes were on fire, so she grimaced and changed out of them backstage again.

"I guess it's time for plain Penny Parker to save the day," she bit her lip, rushing towards the machine. She saw the equation on the broken screen and then got an idea, reconfiguring the machine. Soon enough, it changed and began to help clear out the fires around the auditorium.

"Yes!" she pumped a fist in the air.

"Penny?" she heard Harry and she turned around and saw him exhaustedly limping into view. She ran towards him, hugging him tightly.

"Harry! Are you okay?" she checked him over hurriedly.

He chuckled and pushed her away. "I'm okay, Penny."

Mr. Modell showed up and walked towards them, along with the girl Penny remembered was called Anya and the boy who was called Miles Morales.

"Hey! Why couldn't you have left it to that beetle kid?" Anya complained.

A tick developed by Penny's temple and she scowled at the other. "What? Why the hell would I do that?! People could've been hurt in the meantime! Anyone and everyone with the ability to help should do what they can to help and not just rely on others to! And it's _Spider-Girl_!"

Harry roughly patted her head. "Oookay, Penny. Down, girl," he teased. "Anya, guys, this is Penny Parker, my best friend I told you about."

Before Penny could pout and reintroduce herself properly though, Mr. Smythe stormed towards them.

"What recklessness! Horizon High should be shut down," Mr. Smythe stopped in front of them.

Mr. Modell frowned back. "I believe in my students and I know they know what they're doing. If I had to guess, some tampering was involve on campus," he glared at Mr. Smythe.

Mr. Smythe scoffed. "Point your fingers at your own group. I've got proof that one of your own was involved! I know for a fact that Harry Osborn was tinkering around with the reactor before the presentation."

Penny gasped. What was he saying? Harry would never!

"What? That can't be," Mr. Modell said, echoing her thoughts.

"And the board of education states that any student accused of sabotage shall be suspended indefinitely. Pending an investigation," Mr. Smythe sneered.

"You're a devious person, Spencer," Mr. Modell said unhappily. "But you're right. Harry, I hate to say it, but pending a brief investigation, I'm afraid you'll have to be suspended."

She was flabbergasted and angry on Harry's behalf.

"What? You can't do that," Harry said, devastated.

"Why would you have proof?" Penny suddenly blurted out, watching Mr. Smythe in suspicion. "And if you did have proof and you did see it happening before the presentation, why didn't you say anything to anyone or warn either Mr. Modell or some of the other staff about a potential danger?"

Mr. Smythe looked flustered then. "B-because no one would've believed me over him! He's an Osborn!"

"But you said you had proof," Penny pointed out.

"You were saying something about the machine and thought it was acting up," Harry spoke out angrily. "I went over to check on it and thought it was fine. You took a picture of me then, didn't you!" he said accusingly.

Before things could go further though, they were interrupted by the Vulture reappearing. He crashed into the auditorium and captured Mr. Modell suddenly, taking off with him. She only had a second to trade a look with Harry, before she was rushing off, saying she was going to get help when she was actually changing back into her costume.

Upset about what was happening to Harry, she didn't realize she'd already caught up and was now wrestling with the Vulture in the air and holding onto Mr. Modell. But then she heard them trading words, could hear the anger in the Vulture's voice —his name was Adrian, she faintly remembered hearing Mr. Modell call him —his genuine upset at his technology being claimed away from him, and his vindictive pride at his Vulture suit.

"I'm not Adrian Toomes, your pathetic employee anymore, Modell! I am _the Vulture_!"

As sincerely sorry she actually ended up feeling for him, she couldn't let him harm Mr. Modell. So she redoubled her efforts in fighting against Toomes in the air, who struggled against her and the combined weight of her and Mr. Modell.

"E-enough!" he yelled. "If you want to be backstabbed by Modell like I was, go ahead!" He finally kicked her off and she held tight to Mr. Modell while the Vulture flew off.

"Um…I really hope you know how to fly this?" Mr. Modell asked after she created a parachute.

"Ah, sorry, I'm still a novice at all this…"

She had a Vulture to catch though.

She did her best to hurry back to Midtown, where she ended up back in the auditorium. She set down Mr. Modell before landing and then rushing Toomes. He may have a reinforced, empowered suit, but she had actual inhuman strength and reflexes. In short, against someone who didn't actually have much experience in fighting and relied on his suit, Penny actually managed to shut Toomes down pretty quickly. She was amazed and excited at a real win for her, more so when the police quickly came and it seemed like this time he was going to be arrested. She disappeared from sight then, deciding it was time to return to being Penny Parker.

When she rejoined them, she tried to hide her heavy breathing, still feeling the adrenaline flowing in her veins from the fight. Back to her plain clothes, she watched as the man Max Modell had called Adrian was surrounded by the police, his rights read and his hands cuffed behind his back. Her proud smile faltered and she remembered what that man had said, how bitter and angry he sounded.

Yeah, he signed a contract that made his work belong to Horizon High, but it had still been his and he'd worked hard on his tech. She could understand his feelings and how she'd be upset too, if all the hard work she put into developing something was no longer hers.

Looking down, she blinked as she realized there was a metallic round object near her. She picked it up and realized it was the sonic tech that belonged to his Vulture suit. Debating with herself, she pocketed it and watched quietly as the police took the 'Vulture' out of there.

"Congratulations, Miss Parker," she heard and she saw Max Modell smiling widely at her, approaching her. "And welcome to Horizon High."

Her eyes widened, completely caught off guard. She'd forgotten about the whole thing with Horizon High offering a spot to someone there at Midtown. "R-really? Wow! Thank you, Mr. Modell! But why?"

"You solved my equation!" he told her excitedly. "I'd been tinkering with indoor storm clouds and you're the only one who figured it out, and even put it to practical use."

"But I solved the problem too!" she heard Alistair exclaim, holding up a wet paper.

"Ah, but she solved it and immediately managed to apply it in time to save the day," he said pointedly. He glanced at the paper too. "And I'm sorry, young man, but that looks more like a Rorschach test than an answer." He looked to her then. "Thank you for putting out the fires. And please! Call me Max. All my students do."

Excited, she was eager to tell Aunt May, Harry and Norman the good news. After excusing herself, she ran to find Harry, seeing him look dejected in a hallway.

"Harry?" she asked worriedly, slowing down once she'd reached him. "What's wrong?" She remembered his suspension and wished she hadn't asked, probably reminding him.

He gave her a feeble smile. "I'm just a little upset at what happened. I worked hard at Horizon and I hate that I got duped like this. I'm getting punished for something I didn't do. And then you were battling that crazy Vulture dude, and I had a hard time helping you out."

She stood next to him and nudged his shoulder with hers. "Hey, it's all good. We just have to keep trying to find a way to better coordinate in situations like this. It's not like we're all that experienced at this hero business thing, right? It's all trial and error. As for your suspension, we'll figure out what happened and clear your name in no time. I'm pretty damn sure it's not your fault and everyone will see it my way," she declared certainly.

"Thanks for the vote of confidence," Harry told her, perking up a little.

"Good! Now cheer up —we're celebrating," she said, getting excited again.

"Oh? What for?" he asked, amused now.

"I got into Horizon High!" she revealed eagerly.

"That's great, Penny!" Harry hugged her, matching her enthusiasm. "Hell, we've got to tell Dad. You know he'll be ecstatic for you and throw you some sort of party."

She blushed. "Ah, don't exaggerate. Norman wouldn't."

He gave her a look.

"Would he?" she asked uncertainly.

Harry snorted. "I bet he'd buy you the Moon in congratulations and rename it after you."

Penny slapped his shoulder, even as her face started burning hot.

* * *

After the whole incident, they were picked up by Harry's chauffeur. George greeted them and drove them to Oscorp, where they headed up to the penthouse. There, Harry's father waited for them.

"I heard from your school about what happened," was the first thing out of Norman's mouth as he looked at Harry, though he did quickly smile at Penny.

"Enough bad news, didn't you hear about Penny getting into Horizon?" Harry said quickly, giving her a glance and blinking simply at her.

Mentally, Penny gaped and reeled back in shock. A deflection! Harry had deflected to her! Damn him! And she had nothing to deflect back.

Norman paused, tilting his head before turning to Penny. A warm smile spread across his lips.

"Did you? Congratulations, Penny. I apologize for not greeting you properly right away. How are you, my dear? You must be so excited." He came towards her and grasped her shoulders, leading the way further into the penthouse. "I should have George pick up your aunt. We should celebrate at a restaurant, or perhaps a small little party here with the staff."

"N-no, it's okay! You don't need to go that far, Norman!"

Behind them, Penny missed her best friend smugly smirking. When it came to Harry's dad, Penny was the best deflection. Laughing under his breath, he followed them at a distance.

* * *

After the celebratory meal Penny finally agreed to at the restaurant, her aunt having been picked up and was just as happy and excited for her as the Osborns, she was now at home with Aunt May and the happy high of getting accepted into Horizon High deflating.

It wasn't a cheap school after all.

"Aunt May, I don't think it's a good idea for me to go," she said.

Her aunt looked at her in confusion. "Why not? Isn't this school somewhere you've always wanted to go?"

"It's expensive," she said quickly. "We really can't afford for me to go there."

Aunt May shook her head. "That's enough, Penny. You really want to go and I know it's what your uncle would have wanted. If I have to take a second job for you to go, then I will. But you're going, Penny, alright?"

Penny gave her a small smile. "I-I guess."

She still worried about it, especially since she knew that their bills weren't going too well either. She would just have to get a job herself too, and try to help out.

She trudged to her room and changed out of her clothes, only to have something drop from her pocket. Picking it up, she realized it was the sonic module she'd picked up earlier. Nibbling her lower lip, she began to fiddle with it and fix it up.

The next morning, she was going to head to her usual spot with Harry, though Aunt May accompanied her this time. They joked around a bit, though money came up again. Before it could get too serious, Harry appeared and Aunt May took her leave soon enough.

"I wish we could be going to Horizon together," Penny said wistfully.

"The suspension will be temporary," he said, sounding not worried at all.

"What did your dad say? You know…when you guys finally talked about it and I wasn't there for you to deflect to," she added with narrowed eyes.

Harry clearly almost burst into laughter, giving her an impish look. "He said to 'Relax.' If the smartest school wouldn't have me, he'd create an even smarter school for me."

Penny laughed. "Sounds like Norman. Whatever that means."

"And this is where we part," Harry sighed. "Back to Midtown for me and off you go to Horizon. Have fun there and tell me how it goes later, okay?"

"Sure, sure," Penny grinned widely, kissing his cheeks briefly and then turning and excitedly running off. She was going to be late if she didn't hurry up!

"There you are, Miss Parker," Max greeted her when she came in view of the school and walked up to it. "Welcome to Horizon High!"

"Thank you for having me," she beamed happily at him.

"I'll give you a tour, let you see the facilities, peek in on the classes, and show you how the school runs," Max said.

"That's great! Thank you again, Max," she said eagerly. But the heavy weight in her pocket reminded her of what she wanted to ask him. "Actually, there's something I'd like to ask you about first…"

He looked at her inquisitively and she reached into her pocket.

* * *

After she was done at Horizon High, excited to start there for real the next day, she became a little more subdued as she remembered her self-assigned task that day. She called up the police station, asking to talk to Captain Stacy. When she asked her favor, he hesitantly agreed and she was quickly making her way to the police station, where she was greeted by Captain Stacy himself.

"Are you sure about this?" he asked her in concern.

She nodded in determination. "I am. It's…it's okay, right? I can go?"

He sighed but nodded to her.

So now Penny stood nervously in front of the prison guard, who'd asked her to wait a moment. Then she was being walked to the visitor's section, sitting down at a table and waiting patiently. Around her, other inmates were visiting with loved ones in the open space, though they were watched carefully by the guards positioned around the room.

All too soon, a loud thud near her alerted her to the fact she wasn't alone. Looking across from her, she saw that Adrian Toomes had finally made his appearance and was sitting opposite her with a surly expression on his face. As he looked at her though, she saw his eyebrows scrunched together.

"You're that girl," he said suddenly. "The one from that school —the one who'd stopped the machine from blowing up the auditorium. What do you want? Why are you here?"

Penny cleared her throat awkwardly. "I-I asked Max if I could have it and I asked Captain Stacy if I could give it to you, so…h-here!" she stammered, thrusting out her hand and holding out the modified sonic module that she'd made into sort of a necklace.

His eyebrows raised but he cautiously, almost disbelievingly, reached to grab it. She knew that he knew that the guards around them had tensed, but when he didn't do anything but grab it, they didn't do anything.

"It doesn't work," she blurted out. He looked at her blankly. "I'm sure you're smart enough to find a way to get it to work, but I really hope you don't. I just thought…I get it. It's your work, it's your tech. I thought you'd want something of yours back, even if it's a small piece like that."

He stared at the sonic module for a moment, before —to her pleased surprise —he'd slipped the cord around his neck and wore the makeshift necklace.

"Thank you," he told her quietly.

She beamed happily at him, glad that she managed to do something for him.

"Penny," she heard her name and saw Captain Stacy standing nearby.

She deflated slightly, but turned back to the other.

"Goodbye, Mr. Toomes. I hope you get out soon and turn things around for yourself."

She stood up and went to Captain Stacy, who gently grabbed her arm to lead her out of there.

Started 10/4/17 — Completed 7/19/19

 **A/n: Heeeeyo! Long time no see? God, this chapter was supposed to be done ages ago, but I thought I'd be able to put Horizon High 1** _ **and**_ **2 in here. I just decided to hell with it and split the chapter, since HH 1 was done already in here, and I really wanted to publish a chapter for this. I'm so happy the first chapter was so well freaking received and everyone's comments are just so awesome (the pairings are even being embraced, like wow)! I hope you guys enjoyed this chapter as much! Please leave a review~**

* * *

 **Omake!**

Harry hid his malicious grin, shooting his hand up. Mr. Smythe's eyebrow twitched and he could swear that the man's temple was pulsing.

Welp. That was the bastard's fault for sabotaging Harry and getting him in this mess.

"What is it, Mr. Osborn?" Mr. Smythe sneered.

He smiled angelically. "I can't understand your writing, Mr. Smythe. Can you write neater?"

Harry could practically hear the older man gritting his teeth and cackled in his head. If Smythe hadn't been stupid enough to focus on getting him in trouble, then he wouldn't have ended up being stuck with Harry again and end up losing Penny to a rival school.

Then again, Penny upgrading had nothing to do with it, just Smythe being stuck with Harry because of the other's doings.

Class ended and he walked out, seeing Smythe Jr. fumbling with his locker, before finally opening it and a stream of Penny's pictures coming out and falling to the floor.

Harry didn't know whether to laugh or cringe. He'd rigged the locker to be difficult in opening, but the barrage of Penny's pictures made him regret it.

There was a reason he thought the two Smythes were creeps.

Started 7/29/19 — Completed 7/29/19


End file.
